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CBIZ, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 21, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of the Company was held on May 15, 2014. The following matters were voted on at the annual meeting:

1. The stockholders elected management's nominees for election as directors. The results of the vote taken were as follows: Directors For Against Abstain Non Votes Joseph S. DiMartino 31,595,676 6,877,907 108,176 6,299,381 Donald V. Weir 37,342,829 1,147,502 91,428 6,299,381 2. The stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. The results of the vote taken were as follows: For 44,346,255 Against 429,541 Abstain 105,344 3. The stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the 2014 proxy statement. The results of the vote taken were as follows: For 31,124,290 Against 7,314,056 Abstain 143,413 Non Votes 6,299,381 4. The stockholders approved the adoption of the 2014 Stock Incentive Plan as disclosed in the 2014 proxy statement. The results of the vote taken were as follows: For 28,225,648 Against 10,215,517 Abstain 140,594 Non Votes 6,299,381 5. The stockholders declined to approve the passage of such other business as may properly be brought at the 2014 Annual Meeting. No such other business was presented for vote at the meeting. The results of the vote taken were as follows: For 18,746,529 Against 25,267,481 Abstain 867,130



Item 5.02(b) Director Retirement

Director Richard C. Rochon retired from the Board of Directors of CBIZ, Inc. effective at the expiration of his current term on May 15, 2014. Mr. Rochon chose not to stand for reelection at the 2014 Annual Meeting. Mr. Rochon did not retire as a result of any disagreement with the registrant. Mr. Rochon was the longest standing Board member at the time of his resignation, having served in this role since 1996. The Board and Management of CBIZ unanimously and sincerely thank Mr. Rochon for his long and dedicated service to the Company. Concurrent with his retirement, the Board of Directors took action to reduce the number of directors of CBIZ, Inc. to seven (7), pending a search for appropriate replacement candidate(s).


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Source: Edgar Glimpses


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